Exhibit 10.27

EXECUTION CONFIDENTIAL

OVERTURE SEARCH SERVICES AGREEMENT

This Overture Search Services Agreement (the “Agreement”) is effective as of May 1, 2002 (“the “Effective Date”) and entered into by and between Overture Services, Inc. (“Overture”), a Delaware corporation with offices at 74 North Pasadena Avenue, 3d Floor, Pasadena, CA 91103, and Yahoo! Inc. (“Yahoo”), a Delaware corporation with offices at 701 First Avenue, Sunnyvale, CA 94089, and hereby supercedes in its entirety the Overture Search Services Agreement entered into as of November 13, 2001 by and between Overture and Yahoo, as amended by the letter agreement regarding the treatment of [*]-related search queries entered into as of December 14, 2001, the letter agreement regarding the treatment of search queries submitted by AU/NZ Users entered into as of April 2, 2002 and the letter agreement regarding the treatment of “Search in other Search Engines” links entered into as of April 2, 2002, and as clarified by the clarifying letter regarding the parties’ intent with respect to Impressions dated February 14, 2002 (collectively, the “Prior Agreement”).

RECITALS

WHEREAS, Overture has developed certain technology and functionality for matching particular keyword requests with a set of search results, for providing the results of that match via the Internet and then enabling users to follow a link to a designated page for advertisers which comprise the results of such match; and

WHEREAS, Yahoo is a global Internet media company that offers a branded network of media, communications and commerce services to more than 220 million users worldwide; and

WHEREAS, Overture and Yahoo desire to enter into a strategic relationship whereby Overture will provide Yahoo with search results in response to search queries conducted through Yahoo’s principal directory to the World Wide Web, and the parties will share revenue generated from these search results, as further described in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and conditions contained herein, and for good and valuable consideration, the parties agree as follows:

AGREEMENT

1. Definitions. The following capitalized terms have the meanings set forth

below.

1.1 Actual Click means any click on an Overture Result by a U.S. User

derived from an Impression, including but not limited to all

Fraudulent Clicks, as measured by Overture.

1.2 Above the Fold means placement within the visible portion of a page,

when viewed via Microsoft’s principal “Internet Explorer” browser

product (U.S. versions 4.0 and higher) under the default Internet

Explorer browser settings in a maximized browser window on a

computer screen at a resolution of 800 pixels wide by 600 pixels

high, such that the user need not scroll down or to the right or to

the left in order to see an item so placed.

1.3 Advertiser means any third party or an agent thereof (e.g., an

advertising agency), excluding [*] and any agents thereof, who has

entered into a contractual relationship with Overture that obligates

the third party to pay Overture (whether cost per click, cost per

action, cost per impression, paid inclusion, pay-for-placement or

other means of cash compensation) every time a user clicks on a link

to that third party’s web site.

1.4 Affiliate means any entity worldwide, including but not limited to

corporations, partnerships, joint ventures and limited liability

companies, in which another party directly or indirectly

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

holds at least a majority ownership, equity, or financial interest.

1.5 Bidded Click means an Actual Click other than a Fraudulent Click, as

measured by Overture.

1.6 Click-Through Rate or CTR means (i) when calculating Overture’s CTR,

the percentage of all Impressions on which Overture Results are

displayed that receive a Bidded Click and (ii) when calculating

Yahoo’s CTR, the percentage of all impressions of Yahoo Search

Results Pages on which Yahoo Results are displayed that receive a

click, excluding all clicks that are determined by Yahoo to be Fraudulent

(e.g., a user repeatedly clicking on a particular Yahoo Result

within a finite period of time, or an activity by a bot, macro

program, Internet agent or any other automatic means), which Yahoo

shall calculate in a substantially consistent manner across the

Yahoo Network.

1.7 Confidential Information has the meaning set forth in Section 12.1

below.

1.8 Effective Date has the meaning set forth in the preamble above.

1.9 Estimated Clicks means the following amounts during the Quarters

shown below (Q1 means the Quarter beginning on May 1, 2002):

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Q1 [*] Bidded Clicks

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Q2 [*] Bidded Clicks

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Q3 [*] Bidded Clicks

—------------------------------------------------------------

Q4 [*] Bidded Clicks

—------------------------------------------------------------

Q5 [*] Bidded Clicks

—------------------------------------------------------------

Q6 [*] Bidded Clicks

—------------------------------------------------------------

Q7 [*] Bidded Clicks

—------------------------------------------------------------

Q8 [*] Bidded Clicks

—------------------------------------------------------------

Q9 [*] Bidded Clicks

—------------------------------------------------------------

Q10 [*] Bidded Clicks

—------------------------------------------------------------

Q11 [*] Bidded Clicks

—------------------------------------------------------------

Q12 [*] Bidded Clicks

—------------------------------------------------------------

Each Quarter of any Extension

Term [*] Bidded Clicks

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1.10 Estimated Yahoo Payments means the following amounts during the

Quarters shown below (Q1 means the Quarter beginning on May 1,

2002):

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QUARTER ESTIMATED YAHOO PAYMENT

—------------------------------------------------------------

Q1 $[*]

—------------------------------------------------------------

Q2 $[*]

—------------------------------------------------------------

Q3 $[*]

—------------------------------------------------------------

Q4 $[*]

—------------------------------------------------------------

Q5 $[*]

—------------------------------------------------------------

Q6 $[*]

—------------------------------------------------------------

Q7 $[*]

—------------------------------------------------------------

Q8 $[*]

—------------------------------------------------------------

Q9 $[*]

—------------------------------------------------------------

Q10 $[*]

—------------------------------------------------------------

Q11 $[*]

—------------------------------------------------------------

Q12 $[*]

—------------------------------------------------------------

Each Quarter of any Extension

Term $[*]

—------------------------------------------------------------

1.11 Equivalent Search Product means a search listings product or

service, including but not

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

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limited to any updates, upgrades and enhancements made by Yahoo or a

Yahoo Affiliate thereto, that (a) [*] equivalent to a search

listings product or service operated by Overture at any time during

the Term to supply Overture Results or other Overture-supplied

search results under this Agreement; (b) is developed [*] Yahoo or a

Yahoo Affiliate by [*]; and (c) is operated and used by Yahoo or a

Yahoo Affiliate.

1.12 Excluded Terms means those terms set forth in Exhibit G, as updated

from time to time [*] in writing pursuant to Section 4.5 below,

for which Overture is precluded from delivering Overture Results to

Yahoo.

1.13 Extension Term means either of the two extension periods set forth

in Section 10 below.

1.14 Featured Sections means the rectangular graphical areas on the Yahoo

Search Results Pages in which Overture Results are displayed (and,

according to Section 4.4, in which the Yahoo Result might be

displayed), which comprises the Featured Top Section and the

Featured Bottom Section, as further described in Section 5.2 below.

1.15 Fraudulent Clicks means any Actual Click that is determined by Overture’s

“click protection system” to be Fraudulent (e.g., a user repeatedly

clicking on a particular Overture Result within a finite period of

time, or an activity by a bot, macro program, Internet agent or any

other automatic means), which “click protection system” shall

calculate Fraudulent Clicks in a substantially consistent manner across all

implementations of Overture’s search results and, subject to

reasonable modifications made by Overture, throughout the Term.

1.16 Gross Revenue means amounts earned by Overture from Bidded Clicks,

less (i) [*]% to account for bad debt and credit card processing

fees; and (ii) any refunds Overture pays to its Advertisers derived

from Fraudulent Clicks. For purposes of clarity, Overture does not

recognize amounts for Fraudulent Clicks.

1.17 Guaranteed Fixed Payment means those payments set forth in Section

8.1 below.

1.18 Guaranteed Impressions means the following amounts during the

Quarters set forth below:

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Q1 [*] Impressions

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Q2 [*] Impressions

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Q3 [*] Impressions

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Q4 [*] Impressions

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Q5 [*] Impressions

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Q6 [*] Impressions

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Q7 [*] Impressions

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Q8 [*] Impressions

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Q9 [*] Impressions

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Q10 [*] Impressions

—------------------------------------------------------

Q11 [*] Impressions

—------------------------------------------------------

Q12 [*] Impressions

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Each Quarter of any Extension

Term [*] Impressions

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1.19 Impression means the display by Yahoo of each and every Yahoo Search

Results Page in response to a Yahoo Search Query, as measured by

Yahoo, except for those Yahoo Results Pages (a) for which Overture

does not deliver Overture Results as a result of (i) a Yahoo

Technical Lapse (as defined in the Service Level Agreement); (ii)

noncompliance by Yahoo with the Service Level Agreement attached as

Exhibit A (e.g., where Yahoo delivers too many Yahoo Search Queries

per second); or (iii) the suppression or removal of Overture

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect

to the omitted portions.

EXECUTION CONFIDENTIAL

Results according to Sections 4.2 or 4.5 below; (b) displayed in

response to Yahoo Search Queries submitted from “next” pages in

excess of [*]% of the total Yahoo Search Queries for the applicable

Quarter; (c) displayed in response to test queries submitted by

Yahoo in accordance with the Service Level Agreement (e.g., Yahoo

pinging Overture servers to ascertain performance), which queries

Yahoo will identify as such in accordance with Section 8.4(f) below;

or (d) failure by Overture to deliver Overture Results due to a

force majeure event as described in Section 16.7 below. For clarity,

the exclusions set forth in subsections (a)-(d) above set forth the

[*] which the display by Yahoo of a Yahoo Search Results Page in

response to a Yahoo Search Query will not constitute an Impression

under this Agreement (e.g., all Search Results Pages on which Yahoo

displays no Overture Results in accordance with a “no results

delivered” response from Overture will constitute Impressions under

this Agreement).

1.20 Initial Term means the period commencing on the Effective Date and

continuing until April 30, 2005.

1.21 [*]

1.22 Licensed Materials means the Overture API, the Overture Results and,

if any, the Overture Marks provided by Overture to Yahoo in

accordance with this Agreement.

1.23 Main Body Search Results means all search results displayed in the

Non-Featured Sections of the Yahoo Search Results Pages.

1.24 Measurement Period means the period from the first day of the first

Quarter in which the [*] is less than the [*] until the last day of

the first Quarter in which the [*] is less than the [*].

1.25 Modeled Metrics means the following amounts during the Quarters

shown below (Q1 means the Quarter beginning on May 1, 2002):

—----------------------------------------

QUARTER [*]

—----------------------------------------

Q1 [*]

—----------------------------------------

Q2 [*]

—----------------------------------------

Q3 [*]

—----------------------------------------

Q4 [*]

—----------------------------------------

Q5 [*]

—----------------------------------------

Q6 [*]

—----------------------------------------

Q7 [*]

—----------------------------------------

Q8 [*]

—----------------------------------------

Q9 [*]

—----------------------------------------

Q10 [*]

—----------------------------------------

Q11 [*]

—----------------------------------------

Q12 [*]

—----------------------------------------

Each Quarter of any Extension

Term [*]

—----------------------------------------

1.26 Non-Featured Section means the entire portion of each Yahoo Search

Results Page, excluding the Featured Sections.

1.27 Overture Affiliate means any entity worldwide, including but not

limited to corporations,

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

partnerships, joint ventures and limited liability companies, in

which Overture directly or indirectly holds at least a majority

ownership, equity, or financial interest.

1.28 Overture Affiliate IP means any patents that are owned or controlled

by an Overture Affiliate at any time during the applicable term of

any of the licenses granted in Section 2.5 below. Overture Affiliate

IP shall not mean patent claims found not to be valid in a final

determination by a court of competent jurisdiction.

1.29 Overture API means any proprietary XML application programming

interfaces of Overture, and any successors thereto or replacements

thereof, that enable the exchange of Yahoo Search Queries and

Overture Results between the parties in accordance with this

Agreement.

1.30 Overture Disqualified Entity means those entities listed in Exhibit

J, which list will [*] and may be updated by Overture according to

Section 2.5(d) below, with which Overture [*].

1.31 Overture Licensed IP means any patents that are owned or controlled

by Overture at any time during the applicable term of any of the

licenses granted in Section 2.5 below. Overture Licensed IP shall

not mean patent claims found not to be valid in a final

determination by a court of competent jurisdiction.

1.32 Overture Marks means any or all of the following, as provided by

Overture and in which Overture has prior rights: (a) the mark

“Overture” in typed form and stylized formats; (b) a circular

center, surrounded by three concentric circular rings (the “Overture

Logo,” as modified from time to time by Overture); (c) any words or

phrases in which Overture has intellectual property rights; (d) any

word, symbol or device, or any combination thereof, used or intended

to be used by Overture to identify, to indicate the source of origin

or to distinguish Overture’s products or services from the products

or services of others; and (e) any updates to the foregoing.

1.33 Overture Reports means all information and data that falls within

the categories set forth in Exhibit F, which information and data

Overture will provide to Yahoo according to Section 8.4(b).

1.34 Overture Results means the search results provided by Overture in

response to a Yahoo Search Query under this Agreement, which search

results (a) include only those search results provided by

Advertisers; (b) do not include search results that are not capable

of generating Gross Revenue (e.g., search results included as a

bonus or a charitable donation); and (c) contain a title and

description for display by Yahoo according to Section 4.3(a) below.

1.35 Overture Site means the web site operated by or on behalf of

Overture, which is dedicated to the display by Overture of paid

search results and currently located at http://www.overture.com.

1.36 Paid Advertising means any form of on-line advertising or promotion

for which Yahoo receives compensation in the form of cash or barter

from either the party being promoted or a third party acting on

behalf of the promoted party.

1.37 Paid Inclusion means that, in exchange for a cash payment from a

third party, a search engine will guarantee to index (but not

necessarily to display) pages from that third party’s web site.

1.38 Price Per Click or PPC means the average price per click that

Overture earned from its Advertisers on the Yahoo Search Results

Pages during the Quarter.

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

1.39 Quarter means the three calendar month periods beginning May,

August, November and February of each year of the Term.

1.40 Redesign means any change to any element of a Yahoo Search Results

Page implemented by Yahoo.

1.41 Required Number of Overture Results means, with respect to the

Featured Top Section, three Overture Results (where such number is

subject to reduction under Sections 4.4 and 4.5) and, with respect

to the Featured Bottom Section, two Overture Results. The numbers

for both the Featured Top Sections and the Featured Bottom Sections

are subject to increase under Section 4.3(b).

1.42 Restricted Search Results means any [*] search results that are (a)

[*] the Overture Results or to the Main Body Search Results (e.g.,

[*]); (b) displayed by Yahoo on [*] in response to a user’s [*]

search query [*] comprised of a keyword or phrase, which search

query is submitted [*] for the provision of search results; and (c)

assembled on the basis of a [*] administered process in which

advertisers pay to [*] their search results for a particular keyword

or phrase, where payment can take the form of cost per click, cost

per action, cost per impression, Paid Inclusion, pay-for-placement

or any other means of cash compensation paid by the advertiser [*].

1.43 Revenue Share Payment has the meaning set forth in Section 8.2

below.

1.44 Search Results Characteristics means all aspects of the Yahoo

Results, Overture Results and Main Body Search Results, including

but not limited to, left and right margins, pictures or images

associated with the search results, text size, color, font, heading,

shading/background, spacing, blank areas, length, existence of URL,

and all other aspects of “look and feel.”

1.45 Term means the Initial Term and, if applicable, each Extension Term

until the expiration thereof, unless terminated as set forth herein.

1.46 Top Link Position means the first search result position in the

Featured Top Section, wherein Yahoo displays either a Yahoo Result

or an Overture Result in accordance herewith.

1.47 U.S. User means a human user (i.e., not a `bot, metaspider, macro

program, Internet agent or any other automated means) who, at the

time of conducting a Yahoo Search Query, is accessing the Internet

from an Internet Protocol address within the United States or

Canada, as measured by Yahoo.

1.48 Yahoo Affiliate means any entity worldwide, including but not

limited to corporations, partnerships, joint ventures and limited

liability companies, in which Yahoo directly or indirectly holds at

least a majority ownership, equity, or financial interest.

1.49 Yahoo Directory means the browse tree (i.e., the taxonomy of

categories through which users navigate by clicking on category

links) within Yahoo’s principal, U.S.-targeted directory to the

World Wide Web, currently located at http://www.yahoo.com, which

browse tree currently resolves to dir.yahoo.com.

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

1.50 Yahoo Foreign Properties means Yahoo’s or a Yahoo Affiliate’s

foreign-targeted network of media, communications and commerce

properties, including but not limited to those properties that are

branded in whole or in part by or on behalf of Yahoo or a Yahoo

Affiliate and presented in the local languages (e.g., Yahoo!

Germany, currently located at http://www.yahoo.de) and any other

foreign-targeted products or services that are developed and branded

in whole or in part by or on behalf of Yahoo or a Yahoo Affiliate.

1.51 Yahoo Foreign Vertical means any foreign-targeted, category-specific

property within the Yahoo Foreign Properties that is owned or

operated by or on behalf of Yahoo or a Yahoo Affiliate, including

but not limited to those presented in the local language (e.g.,

Yahoo! UK Shopping, currently located at

http://shopping.yahoo.co.uk, and Yahoo! Italia Finance, currently

located at http://finance.yahoo.it).

1.52 Yahoo Marks means trademarks, service marks or graphical brand

features of Yahoo in which Yahoo has prior rights.

1.53 Yahoo Network means Yahoo’s U.S. targeted network of media,

communications and commerce properties, including but not limited to

Yahoo Search, the Yahoo Verticals and any other U.S. targeted

products or services that are developed and branded in whole or in

part by or on behalf of Yahoo or a U.S. based Yahoo Affiliate;

provided that any entity or property acquired, developed, controlled

by or branded in whole or in part by or on behalf of Yahoo or a U.S.

based Yahoo Affiliate after the Effective Date with whom Overture

has a then-existing contractual relationship will continue to

perform under the existing contract with Overture (to the extent

that such performance is within the reasonable control of Yahoo)

and, upon request by Overture, Yahoo shall not send any Yahoo Search

Queries from any such entity in the event that no contractual

relationship exists between the entity and Overture at the time of

the date of acquisition, development or branding in whole or in

party by or on behalf of Yahoo.

1.54 [*].

1.55 Yahoo Results means search results sold, bartered or bonused by

Yahoo that are displayed in the Top Link Position solely on the

first Yahoo Search Results Pages displayed in response to a Yahoo

Search Query (i.e., no “next” Search Results Pages), unless Overture

delivers the same Overture Results for any Yahoo Search Query

according to Section 3.2 (in which case Yahoo will be entitled to

display the same Yahoo Result on subsequent Yahoo Search Results

Pages).

1.56 Yahoo Search means the search functionality within Yahoo’s

principal, U.S.-targeted directory to the World Wide Web, currently